Ekspress Grupp

M&A Activity • Dec 23, 2025

The results of the voluntary takeover bid made of the shares of Aktsiaselts Ekspress Grupp

The results of the voluntary takeover bid made of the shares of Aktsiaselts Ekspress Grupp

HHL Rühm Osaühing (the "Bidder") made a voluntary takeover bid to all the
shareholders of Aktsiaselts Ekspress Grupp ("Ekspress Grupp") for acquiring all
the shares of Ekspress Grupp (the "Shares") not yet in the ownership of the
Bidder (the "Bid"). The Bid was made based on the Bid notice (the "Bid Notice")
and the prospectus attached to it (the "Prospectus", together with the Bid
Notice, the "Bid Documents").

The Estonian Financial Supervision and Resolution Authority approved the Bid on
24 November 2025, and the Bid Documents were published on 25 November 2025. The
Bid commenced on 25 November 2025 at 10:00 and ended on 22 December 2025 at
16:00.

The purchase price offered by the Bidder within the Bid was EUR 1.25 per one
Share (the "Purchase Price").

As a response to the Bid the shareholders participating in the Bid decided to
sell to the Bidder in total 6,982,181 Shares that corresponds to
approximately 22.55% of all the Shares. The Bidder will give its acceptance to
conclude the sales contracts with all the shareholders that participated in the
Bid on terms provided in the Prospectus.

The payment of the Purchase Price to all the shareholders participating in the
Bid and transfer of the Shares to the Bidder takes place on 31 December 2025 at
the latest (the "Settlement Date") in accordance with the procedure described in
the Bid Documents. On the Settlement Date each shareholder participating in the
Bid shall be paid the amount of the Purchase Price corresponding to the number
of the Shares sold by that shareholder against the transfer of such Shares.

Before publishing the Bid Documents and as of the end of the last day of the
Bid, the Bidder held in total 22,775,442 Ekspress Grupp Shares that amounted to
73.57% of all Ekspress Grupp Shares. As a result of the Bid, the Bidder acquires
in total 6,982,181 Shares that amounts to approximately 22.55% of all Shares.
After the Settlement Date, the Bidder, thus, owns in total 29,757,623 Shares
that amounts to 96.12% of all Shares. Thus, the Bidder acquires as a result of
the Bid a shareholding in Ekspress Grupp due to which at least 9/10 of the
voting share capital of Ekspress Grupp is represented by Shares held by it and
therefore the condition described in § 182(1) of the Securities Market Act shall
be fulfilled on the Settlement Date, and accordingly the Bidder has up to three
months to adopt the decision in the general meeting of the shareholders, on the
acquisition of the remaining Shares.

Accordingly, the Bidder applies for the takeover of the remaining Shares in
accordance with the provisions of 182(1) of the Securities Market Act and
Chapter 29(1) of the Commercial Code. For this purpose, the Bidder will prepare
a takeover report explaining and justifying the conditions for the transfer of
the Shares held by the minority shareholders and the basis for determining the
amount of compensation to be paid for the Shares. Following the preparation of
the takeover report and their auditor's report, the Bidder will request Ekspress
Grupp to convene a meeting of the shareholders to decide on the takeover and the
termination of trading of the Shares on Nasdaq Tallinn Stock Exchange. Prior to
the general meeting of shareholders, the shareholders will be given at least one
month's access to the draft resolutions of the general meeting of shareholders,
the annual reports of Ekspress Grupp for the last three years, the takeover
report, and the auditor's report.

Ülar Maapalu
Chairman of the Supervisory Board
[email protected]
(https://www.globenewswire.com/Tracker?data=IXbcqiFgRkbgo33REggziAr1m5B1gX77eltg
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AS Ekspress Grupp is the leading Baltic media group whose key activities include
web media content production, and publishing of newspapers, magazines and books.
The Group also operates an electronic ticket sales platform and ticket sales
offices in Latvia and Estonia, offers digital outdoor screen service in Estonia
and Latvia. In addition, the Group companies organize conferences, trainings and
events mainly in Estonia and Lithuania but also in Latvia. Ekspress Grupp
launched its operations in 1989 and employs about 1000 people.